Exhibit 10.16


 


STOCK UNIT AGREEMENT


 


This Agreement is made as of this                    
day of                           ,
20    by and between Courier Corporation, a Massachusetts
corporation (the “Company”) and                           
(“Director”).


 


WITNESSETH THAT:


 


WHEREAS, the Company has instituted a program entitled
“Courier Corporation 2005 Stock Equity Plan For Non-Employee Directors” (the “Plan”);
and


 


WHEREAS, pursuant to Section 6(a) of the Plan,
each Director may elect to receive fifty percent (50%) or one hundred percent
(100%) of his/her Director Compensation in stock units or shares of common
stock, par value $1.00 per share (“Stock”) of the Company; and


 


WHEREAS, the Director has elected to receive [fifty percent (50%)] [one hundred percent (100%)] of
his/her Director Compensation in Stock Units;


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements herein contained, the Company and the
Director agree as follows:


 


1.                                       Stock
Units.  Pursuant to Section 6(a)
of the Plan, the Company hereby grants to the Director                     
Stock Units.  These Stock Units shall be
nonforfeitable and shall not be subject to any risk of forfeiture.


 


2.                                       Issuance
of Shares.  Stock Units shall be
converted to shares of Stock on a one-to-one basis and shall be issued to the
Director 30 days after he/she ceases to serve as a Director of the
Company.  Shares may be issued either
electronically or by means of a stock certificate.


 


3.                                       Non-Assignability
of Stock Units.  Stock Units shall
not be assignable, pledged or otherwise encumbered or disposed of during the
deferral period.  Stock Units may be
transferable by the Director only by will or by the laws of descent and
distribution.


 


4.                                       Dividend
Equivalent.  During the deferral
period and prior to actual issuance of shares of Stock, the Director shall have
no rights as a stockholder of the Company with respect to the Stock Units other
than the right to receive cash compensation from time to time in an amount
equivalent to the dividends that would have been paid with respect to the Stock
Units if such Stock Units were actual shares of outstanding Stock.


 


5.                                       Compliance
with Securities Act.  The Company
shall not be obligated to issue any shares of Stock pursuant to this Agreement
unless the shares of Stock to be issued are at that time effectively registered
or exempt from registration under the Securities Act of 1933, as amended,


 





















 


and applicable state
securities laws.  In the event shares
shall be issued which shall not be so registered, the Director hereby
represents, warrants and agrees that he/she will receive such shares for
investment and not with a view to their resale or distribution, and will
execute an appropriate investment letter satisfactory to the Company and its counsel.


 


6.                                       Termination
or Amendment of Plan.  The Board may
terminate or amend the Plan at any time. 
No such termination or amendment will affect rights and obligations of
the Director under this Agreement.


 


7.                                       Incorporation
of Plan.  This Agreement shall be
subject to and governed by all the terms and conditions of the Plan.  Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


8.                                       Changes
in Capital Structures.  In the event
that the outstanding shares of Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company, by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares or dividend payable in capital stock, the Board shall make
appropriate adjustment in the number of Stock Units held for the benefit of the
Director.


 


9.                                       Miscellaneous
Provisions.


 


(a)                                  Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, administrators, successors and assigns and anyone
claiming under or through them, and also any receiver or trustee in bankruptcy
or insolvency.


 


(b)                                 Governing
Law.  This Agreement shall be
governed by and construed and performed in accordance with the laws of the
Commonwealth of Massachusetts.


 


(c)                                  Amendment;
Waivers.  This Agreement contains the
entire agreement between the parties with respect to the matters referred to
herein and supersede all prior negotiations, commitments or
understandings.  This Agreement may not
be modified or amended, nor may any provision hereof be waived, except by a
further written agreement duly signed by each of the parties.


 


(d)                                 Notices.  Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and is
delivered in hand or sent by registered mail to the party addressed as follows;  unless another address has been substituted
by notice so given:


 


To the Director:                                                            to
his/her address as listed on the

records of the Company


 


To the Company:                                                    Courier
Corporation

15 Wellman Avenue

North Chelmsford, MA 01863


 


2





















 


Copy to:                                                                                                  Goodwin
Procter LLP

Exchange Place

Boston, MA  02109

Attention: F. Beirne Lovely, Jr.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be executed by the undersigned on its behalf, and its corporate
seal to be affixed as of the date set forth below.


 


	
  Date of grant:

  	
  COURIER
  CORPORATION

  
	
   

  	
  , 20

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (Corporate Seal)

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Assistant Clerk

  	
   

  
								



 


A C C E P T A N C E


 


I hereby accept the foregoing Agreement in accordance
with its terms and conditions and in accordance with the terms and conditions
of the Courier Corporation 2005 Stock Equity Plan for Non-Employee Directors.


 


	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Director)

  	
   

  



 


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